"Tramontana . . . Greco . . . Levante. . . ." husband Randy read the ancient names of the eight winds, each inlaid in graceful script in the colorful compass rose beneath our feet. This perfectly round concrete terrace, sporting a yardarm flagstaff and jutting into the water to form a semicircular bulkhead, is the focal point of what might be called Extreme Makeover, Leonardtown, Md., Edition. "Syroco, Ostro," Randy continued, "Africus, Ponente and . . . Maestro."

After years of cruising the Chesapeake, we had finally sailed into beautiful and unexpected Breton Bay with its sole settlement, Leonardtown. In all our trips up and down the Potomac River, we had never before turned into this quiet bay. And even now we wouldn't have come if we hadn't heard that Leonardtown had finally reacquainted itself with its waterfront. To celebrate its 300th anniversary, the town built this waterfront park, called Leonardtown Wharf, with plenty of room for boats to tie up and a ramp for launching small boats, thereby providing access to the water for the first time in more than half a century.

That morning, we had left St. Mary's City, turned west out of the St. Marys River and made the 20-mile trip up the Potomac to Breton Bay--choosing to do all this just as a strong cold front was barreling down to meet us from the northeast. Once inside the refuge of the bay, we hugged the east shore to stay in the lee of the land. The June fields were lush with new crops and the riverfront homes peeked out at us from behind old trees. Beautiful. We continued to follow the shoreline of the bay as it made a jog west toward Leonardtown--where it was easy to spot the park's new seawall, with its sturdy cleats for visiting boats.

We had intended to sidle up to the bulkhead in Strider, our sloop, but as we drew near we decided the depths might not be sufficient for our six feet. So we backed off and instead tucked into a quiet corner of the bay to the east, where we had 10 feet and good holding bottom. All secure, we clambered into the dinghy and motored back to the park, where we nudged up against the bulkhead, in front of a lone powerboat, to tie up. We were eager to stretch our legs, so we strolled along the brick promenade, dutifully reading the plaques that told us what we were looking at--or would have been looking at if we had arrived a couple of hundred years earlier. Everything looked brand new, of course, since the park had only been open officially for a few weeks. Pretty park benches and young saplings dotted the landscape. On the opposite side of the compass rose, wrapping around a graceful little comfort station (with restrooms) was an elevated boardwalk, perched on pilings above newly planted cordgrass and other native vegetation. (The plaques made it clear that great pains were taken to make the new waterfront as environmentally friendly as possible. )

"I guess we ran smack into Greco," I said when we returned to the compass rose for another look. Strictly speaking, this is a "wind rose," which predates the actual compass by many centuries and was used by mapmakers as an orientation symbol--Tramontana being north, Greco northeast, Levante east, and so forth around the circle. These are Italian names, but there are much older versions of the wind rose (one dating back to 100 b.c.) with the names in Latin and Greek.

Of course there would have been no decorative wind rose to admire 300 years ago, when English settlers first came ashore here. But they nevertheless called it "a most convenient place" for business and eventually made it the seat of St. Mary's County. For the next 200 or so years, its waterfront remained a center of activity for the town, most of which sits on a bluff well above the bay, safe from storms and tides. In the 1930s, though--as was the case all over the Bay--Leonardtown turned its back on the water and its face to the roads, and its wharf soon became a ruin. With no place to land, boat traffic of all sorts eventually ceased coming up Breton Bay to Leonardtown. Until now.

In addition to the waterfront rehab, the town's village green also got a general sprucing up. And it was in that direction that Randy and I now headed. Climbing up Washington Street, we hiked past a clump of new pastel-colored townhouses that gave way to well groomed older homes as we neared the top of the bluff. At the top of the hill, past the large and intimidating flank of the St. Mary's County Courthouse complex, we found the long village green--surrounded by offices, stores and quite a few cafes and restaurants. We were particularly intrigued when we spotted a prosperous but decidedly old-fashioned car dealership, Bell Motor Company--the world's second-oldest Chevrolet dealer, we learned, and in this very spot since 1939.

Hungry, we headed for El Cerro Grande, a new restaurant along the village green's western (that would be the Ponente) side. The restaurant's paned-glass doors and V-shaped marquee belied its earlier life as a theater. After plenty of chips, salsa and chile rellenos, I went back to circumnavigating the village green, while Randy stayed to watch the European championships on the bar's big-screen TV with some fellow futbol enthusiasts. I visited galleries, craft shops, florists and gift shops, but came to a screeching halt when I entered Fenwick Street Used Books and Music, enthralled by its deep labyrinth of rooms jammed with shelves of used books and old LPs.

Eventually, I extricated myself from Fenwick's and returned to coax Randy into the sunshine. After scouting a few stores, we spotted the cannon in front of the Old Jail Museum. This artillery piece came across the pond on the Ark with Maryland's first colonists in 1634. The jail (built of ships' ballast stones) came quite a bit later, in 1858. A second story was added a few years later with three new cells, so the jailer's family could live in the first. Now the cells are used to display curious collections of local memorabilia and lost technology.

Just beyond the jail is Leonardtown's most impressive edifice, Tudor Hall, which dates to 1744. The classically symmetrical house was once part of a thousand-acre plantation at the town's eastern edge. On one side, its recessed and columned portico overlooks Breton Bay, while the other side offers a view of a huge yew tree that dates to 1803.

We left Tudor Hall and began the trek back to the water by a different route. At the top of the bluff, just before the road began a gentle twist down and east to Washington Street, we stopped to look out over the water below. The blue of Breton Bay was framed by trees and fields, exuberant in their bright summer green. Strider's tall mast was dwarfed by the high southern Maryland countryside. And an Africus wind was now blowing . . . or maybe it was more of an Ostro.

Getting AroundCourtesy docking with four- and five-foot depths extends for 350 feet along Leonard-town Wharf, although the next phase for the waterfront will be the construction of 20 slips. The closest facility is now Combs Creek Marina (301-475-2017), which is tucked inside a protected tributary along western Breton Bay, about two miles from the Potomac and four miles before Leonardtown.

Festivities on the square are held monthly during the summer and periodically at other times. For more information, call the town office (301-475-9791) or visit www.leonardtown.somd.com.

For four-wheeled transportation, Hillside Ride at Breton Bay has quiet electric vehicles to whisk you back and forth from shopping and restaurants (301-475-0065 or www.hillsideride.com).

On weekends at the wharf, McIntosh Outfitters 240-577-3971 or 240-577-3977) rents kayaks and canoes.

Reynolds Pharmacy on the square and the well stocked Good Earth Natural Foods Company, right around the corner, will fill basic needs, and walking-tour maps are available at the town office on Courthouse Drive.